PERNOD RICARD - 2019 NOTICE OF MEETING

7.

DRAFT RESOLUTIONS

Statutory Auditors' report on the issuance of ordinary shares or securities conferring entitlement to share capital, with cancellation of preferential subscription rights

Combined (Ordinary and Extraordinary) Shareholders’ Meeting of 8 November 2019 23 rd resolution This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France. To the Pernod Ricard Shareholders’ Meeting, As Statutory Auditors of your Company (hereinafter “the Company”) and in accordance with our engagement pursuant to Articles L. 228-92 and L. 225-135 et seq. of the French Commercial Code ( Code de commerce ), we hereby present our report on the proposed delegation of authority to the Board of Directors to issue, on one or more occasions, ordinary shares or securities conferring entitlement to share capital, with cancellation of preferential subscription rights, reserved for: employees and executive officers of non-French companies of the (a) Pernod Ricard group that are related to the Company under Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labour Code ( Code de travail ), to enable them to subscribe to the Company’s share capital under conditions that are economically equivalent to those that may be offered to members of one or more company savings plans, in connection with the share capital increase pursuant to the 22 nd resolution of this Shareholders’ Meeting, and/or undertakings for collective investment in transferable securities (b) (UCITS) or other entities, with or without legal personality, that manage employee shareholdings invested in the Company’s securities, for unit-holders or shareholders that are persons mentioned in (a) above, and/or any banking institution or subsidiary of such an institution involved (c) at the Company’s request in implementing a shareholding or savings plan for the benefit of the persons mentioned in (a) above, insofar as the subscription of the person authorised under this resolution would be necessary or desirable to enable the employees or executive officers mentioned above to benefit from employee shareholding or savings schemes equivalent or comparable in terms of economic advantages to those from which employees would benefit as part of a company savings plan under the 22 nd resolution of this Shareholders’ Meeting, a transaction on which you are asked to vote.

The nominal amount of immediate or future capital increases that may be carried out following this Shareholders’ Meeting may not exceed 2% of the Company’s share capital, which is also the limit provided for in the 22 nd resolution submitted at this Shareholders’ Meeting. The nominal amount of the share capital increase will be deducted from the maximum amount of share capital increases with cancellation of preferential subscription rights set by this Shareholders’ Meeting in its 14 th resolution, and from the overall cap set by this same Shareholders’ Meeting in its 13 rd resolution. Based on its report, your Board of Directors proposes that you authorize it, for a period of 18 months commencing the date of this Shareholders’ Meeting, to issue, on one or more occasions, ordinary shares or securities and to cancel your preferential subscription rights to the ordinary shares or securities to be issued. Where appropriate, the Board of Directors shall determine the final conditions for the transaction. The Board of Directors is responsible for preparing a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code. Our responsibility is to express an opinion on the fair presentation of the figures derived from the Company’s financial statements, on the proposal to cancel preferential subscription rights and on other information relating to the share issues presented in this report. We conducted the procedures we deemed necessary in accordance with the professional guidelines issued by the French Institute of Statutory Auditors ( Compagnie nationale des commissaires aux comptes ) relating to this engagement. Those procedures entailed reviewing the content of the Board of Directors’ report relating to the transaction and themethods used to determine the share issue price. Subject to a subsequent examination of the terms and conditions of the issuances to be decided, we have no matters to report as regards the methods used to set the issue price provided in the Board of Directors’ report. As the final terms and conditions of the issuances have not yet been determined, we do not express an opinion on the terms and conditions under which the issuances will be made, or on the proposed cancellation of preferential subscription rights. In accordance with Article R. 225-116 of the French Commercial Code, we will issue an additional report, if necessary, when your Board of Directors uses the authorization to issue ordinary shares, securities that are equity securities conferring entitlement to share capital, or other securities conferring entitlement to equity securities to be issued.

Paris La Défense, 19 September 2019 The Statutory Auditors French original signed by

KPMGAudit Division of KPMGS.A.

Deloitte &Associés

Eric Ropert Partner

Caroline Bruno-Diaz Partner

DavidDupont-Noel Partner

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PERNOD RICARD NOTICEOFMEETING

2019